{"data":{"id":"us-nd/n.d.-cent.-code-10-32.1-61","jurisdiction":"us-nd","citation":"N.D. Cent. Code § 10-32.1-61","heading":"Conversion","body":"1.An organization other than a limited liability company may convert to a limited liability company, and a limited liability company may convert to another organization other than a general partnership as provided in this section, sections 10-32.1-62 through 10-32.1-66, and 10-32.1-71 and a plan of conversion, if:\na.The governing statute of the other organization authorizes the conversion;\nb.The conversion is not prohibited by the law of the jurisdiction that enacted the governing statute; and\nc.The other organization complies with its governing statute in effecting the conversion.\n2.For the purposes of sections 10-32.1-61 through 10-32.1-66 and 10-32.1-71, unless the context otherwise requires:\na.\"Act of the board\" means action by the board as provided in section 10-32.1-39 whether:\n(1)At a meeting of the board; or\n(2)By a written action of the board.\nb.\"Act of the members\" means action by the members as provided in section 10-32.1-39 whether:\n(1)At a meeting of the members; or\n(2)By a written action of the members.\nc.\"Certificate of creation\" means:\n(1)A certificate of incorporation, if the converted organization is a corporation deemed to be incorporated under chapter 10-19.1;\n(2)A certificate of organization, if the converted organization is a limited liability company deemed to be organized under this chapter;\n(3)A certificate of limited partnership, if the converted organization is a limited partnership deemed to be formed under chapter 45-10.2;\n(4)The filed registration of a limited liability partnership, if the converted organization is a limited liability partnership deemed to be established under chapter 45-22; or\n(5)A certificate of limited liability limited partnership, if the converted organization is a limited liability limited partnership deemed to be formed under chapter 45-23.\nd.\"Date of origin\" means the date on which:\n(1)A corporation which is:\n(a)The converting organization was incorporated; or\n(b)The converted organization is deemed to be incorporated;\n(2)A limited liability company which is:\n(a)The converting organization was organized; or\n(b)The converted organization is deemed to be organized;\n(3)A general partnership that is the converting organization was formed;\n(4)A limited partnership which is:\n(a)The converting organization was formed; or\n(b)The converted organization is deemed to be formed;\n(5)A limited liability partnership which is:\n(a)The converting organization was formed; or\n(b)The converted organization is deemed to be formed; and\n(6)A limited liability limited partnership which is:\n(a)The converting organization was formed; or\n(b)The converted organization is deemed to be formed.\ne.\"Filed registration\" means the registration of a limited liability partnership which has been filed with the secretary of state.\nf.\"General partnership\" means an organization formed by two or more persons under chapters 45-13 through 45-21.\ng.\"Organizational records\" means for an organization that is:\n(1)A corporation, its articles of incorporation and bylaws;\n(2)A limited liability company, its articles of organization, operating agreement or bylaws, and any member-control agreement;\n(3)A limited partnership, its partnership agreement;\n(4)A limited liability partnership, its partnership agreement; or\n(5)A limited liability limited partnership, its partnership agreement.\nh.\"Originating records\" has the meaning provided in subsection 39 of section 10-32.1-02.","path":["Title 10 Corporations","Chapter 10-32.1 Uniform Limited Liability Company Act"],"source_url":"https://ndlegis.gov/cencode/t10c32-1.pdf","current_through":"2026-07-31T11:12:02","vintage":"","retrieved_at":"2026-09-02T21:04:14Z","sha256":"d99fdc62c966a847361c7d825fef2e9a01c422936a8e4f21393a56750d74887f","source_id":"us-nd","stale":true,"prev":"us-nd/n.d.-cent.-code-10-32.1-60","next":"us-nd/n.d.-cent.-code-10-32.1-62"},"notice":"GroundRules: Original legal text. Not legal advice."}